Professional Documents
Culture Documents
Examples: This type of business is predominant in retail trade (e.g. food stall,
sundry shop) and in the service trade (e.g. beauty saloon, laundry).
A sole proprietor must obtain the business registration certificate before starting
his business. This is the simplest mode of operation. A sole proprietor does not
need to submit an accounts report every year to the Companies Commission of
Malaysia.
In the event of a business failure, his liability is unlimited, i.e. if the business
assets are insufficient to pay the creditors of the business, the sole proprietor is
liable to lose his personal possessions and not merely what he invested in the
business. This is because there is no legal distinction between the personal
property of the proprietor and the assets of the business.
Sole proprietor need to pay Personal Income Tax.
Advantages:
1. Simplicity
Legal procedures are simple. It only needs to be registered
with the Registrar of Business. It can be easily be dissolved
when the proprietor requires it.
2. Personal incentive
It is easy to organize, manage and dissolve as the proprietor
does not need to consult anyone when making decisions.
Disadvantages:
1. Lack of continuity
Since the success of the business depends largely on the proprietor’s ability,
skill and ingenuity, its continuity is uncertain, if he has no successor.
2. Lack of capital
Expansion of the business is limited by the lack of capital which depends
solely on the personal resources of the proprietor and on his credit-worthiness.
3. No legal ownership
There is no legal ownership of a business, the business will be affected if the
person carrying out the business passes away. It may not have other people to
continue to operate the business. Therefore, the business will possibly to
close down.
4. Unlimited liability
The proprietorship is personally liable for all debts incurred by the business
in the event of a business failure.
There are two types of partnership, general partnership and limited liability
partnership.
Under the Registration Of Businesses Act 1956 and Partnership Act 1961,
partnership must apply for registration from the Companies Commission of
Malaysia in order to run the business.
The business and the partners are considered as one and (no separate legal
entity), like a sole proprietorship, it has an unlimited liability and is subject to
personal income tax.
Each general partner takes part in the management of the business, and also
takes responsibility for the liabilities of the business. If one partner is sued, all
partners are held liable.
2. Pooling of expertise
Partnerships allow for greater amount of money, skill and
other resources to be pooled.
4. Privacy
Accounts are kept private.
Disadvantages:
1. Limited capital
Expansion of the business is limited to the amount of capital
contributed by the partners, the total number of which cannot
exceed 20.
2. Lack of continuity
Death, bankruptcy, insanity or retirement of a partner may
end a partnership.
3. Group commitment
Action of any partner, except that of the limited partner is
binding on all partners.
4. Unlimited liability
All partners, except the limited partner, have unlimited
liability.
Dissolution
1. retirement of partners
2. disputes, bankruptcy or loss passing away of partners,
resulting in an inability to continue to operate the business
3. partners involved in illegal business, so ordered to
cease operation by the court
4. maturity of partnership agreement
(1.)Unlike corporate shareholders, the partners have the right to manage the
business directly. In contrast, corporate shareholders have to elect a board of
directors under the laws of various state charters. The board organizes itself
(also under the laws of the various state charters) and hires corporate officers
who then have as "corporate" individuals the legal responsibility to manage the
corporation in the corporation's best interest.
2. Compliance officer
(1) A limited liability partnership shall appoint at least one compliance officer
from amongst its partners or persons qualified to act as secretaries under the
companies Act 1965 who- (a) is a citizen or permanent resident of Malaysia;
and (b) ordinarily resides in Malaysia.
The compliance officer is in charge of handling the matter of partnership
registration and to submit annual declaration of solvency to SSM – Suruhanjaya
Syarikat Malaysia every year.
3.Publication of names
Every limited liability partnership shall display its name and registration
number outside its registered office and place of business. For example,
Wong&Lim LLP, Seri Cahaya PLT.
5. Company tax
A limited liability partnership is subject to company tax.
No requirement of minimum capital : In case of companies there should be a
minimum amount of capital that should be brought by the members / owners
who want to form it. But to start an LLP there is no requirement of minimum
capital.
Source:
http://www.ssm.com.my/sites/default/files/acts/LLP%20ACT%202012%20-
%20For%20Portal_new.pdf
1. Greater continuity
There is greater continuity as it has separate existence from the partnership.
2. Limited liability
Partners have limited liability, the liability of a partner is limited to its
registered capital, i.e. the partners are only liable for the full amount of the
capital they have already invested.
3. Account’s privacy
It does not required to publicize its financial statement.
1.Capital resources
It cannot tap the capital resources of members of the public.
2. Flexibility
If a limited liability partnership agreement does not disclose important affairs, it
is required the consent of all the partners in performing the tasks. Therefore,
there is less flexible.
Limited companies can be private or public. Like any person, it can hold
property, make contracts, “sue” and be “sued”. Upon incorporation, the
company becomes a legal person separate from its members.
The liability of a limited company is limited to its registered capital, i.e. the
shareholders are only liable for the full amount of the shares they have already
subscribed or undertaken to subscribe. A shareholder who has fully paid up his
share will not be called upon to settle the debts of the company. Thus, the
shareholders of a limited company will not lose their private property in the
event of a business failure.
Long term
1. apply long term loan from bank
2. issue share or debenture
The application procedures are complicated, and generally require the assistance
of a lawyer or Company Secretary.
4. A report of the Registered Capital, to state the application for the registration
of company capital, the share value of the company and the number of shares in
the company.
If everything meets the requirements, after the payment of the registration fee,
the Registrar of Companies will issue a Certificate Of Incorporation and register
the company name on the board and , simultaneously announce the formal
establishment of the company.
Before a business can be operated, it must obtain the relevant government
agencies and business services related licence.
The wordings “Sdn Bhd” means it cannot invite members of the public to
subscribe the shares.
Advantages:
1. limited liability
All shareholders have limited liability. The shareholders are only liable for the
full amount of the shares they have already subscribed or undertaken to
subscribe.
2. Ownership
The shareholders are the owners.
3. Greater continuity
There is greater continuity as it has separate existence from the owners.
4. Privacy
Accounts are kept private.
Disadvantages:
1. Ownership
Ownership is open to private individuals whose shares are not transferable
without the consent of the other shareholders.
2. Capital resources
It cannot tap the capital resources of members of the public.
3. Tax liability
The company’s tax burden is heavier.
Exercise: 2006 6a
In Malaysia, the name of the public limited company must added with
“Berhad” , for example: YTL Corporation Berhad, Petronas Dagangan Berhad,
Air Asia Berhad.
Under the Companies Act 2016, Public Limited Company must apply for
registration to the Companies Commission of Malaysia (Suruhanjaya Syarikat
Malaysia).
Public limited company can apply for listing on the Bursa Malaysia.
A prospectus is printed in the newspaper when a company wishes to advertise
its shares to the public. It contains the objectives of the company, its history,
capital and classes of shares and any relevant information that will enable the
public to estimate the prospects of the company. A copy of the prospectus is
also sent to the Registrar of Companies.
Once subscription of shares has been completed, the Registrar of Companies
will issue the Certificate For Commencement Of Business to the public limited
company.
Advantages:
1. Greater continuity
There is greater continuity as it has separate existence from the owners.
2. Limited Liability
The shareholders are only liable for the full amount of the shares they have
already subscribed or undertaken to subscribe.
3. Capital resources
It can tap the capital resources of members of the public.
4. Subscription of shares
It can invite members of the public to subscribe to shares which are freely
transferable, and, if listed on the Stock Exchange, it can be bought and sold
through the Exchange.
(updated syallabus: 2017)
2. Control
Control is in the hands of those shareholders with the largest shares. If the
shareholers have 25% to 30% of the share, he or she can control the company.
3. Privacy
It cannot keep its balance sheet private. It is required by law to publicize its
balance sheet, a copy of which has to be sent to the Registrar of Companies.
4. Tax Liability
The company’s tax burden is heavier as it is subject to a flat corporate rate
on company profits. Unincorporated businesses pay personal income tax,
which is usually relatively lower.
Sources of finance Raise funds through existing It can invite members of the
shareholders or invite new public to subscribe the company
shareholders to join in shares
Account’s Privacy It can keep balance sheet It is required to publicize its
private balance sheet
Transference of Shares are not transferable It is freely transferable on the
shares without the consent of the Stock Exchange
other shareholders
A multinational company often has a long supply chain , for example, to set up
a subsidiary company in a number of countries to involve the acquisition of
raw materials in one country, a product's manufacture in a second country, and its
retail sale in a third country.
Advantages:
1. Availability of resources
Being able to move their resources among countries in which they operate and
use them in the most profitable way.
3. Fully utilization
Obtains benefit in production from the sales unification mix.
For example: various subsidiary companies may mutually use each other's
half finished product or the finished product.
4. Cost savings
Multinational company can share the same advertisement, to save advertising
cost.
2. Time lag
There is a time lag between parent company and subsidiary company in
recognizing a problem or deciding on the correct policy and then
implementing the policy.
The legal definition of a holding company varies with the legal system. Some
require holding of a majority (80 percent) or the entire (100 percent) voting
shares of the subsidiary whereas other require as little as five percent.
A subsidiary company can continue to use the original name of the business, to
enjoy the goodwill that has been established.
The parent company and its subsidiary companies can form group of companies
such as Berjaya Group.
Example: Berjaya Corporation Berhad, Mulpha International Berhad
2. debts
The parent company does not have to liable for the debts of subsidiary
company.
Disadvantages:
1. Complexity of management
The management may be more complex. As the firm grows in size, there will
be problems of communication, coordination and control.
2. Account’s privacy
It is required by law to publicize the parent company and subsidiary
company’s account
Under the Societies Act 1966, Chamber of Commerce must apply for
registration to the Societies Registration Board.
,
Malaysian International Chamber of Commerce and Industries (MICCI)
Example:
Penang San Kiang Association, Penang Sao Lim Athletic Association, Life
Insurance Association of Malaysia
团体 个人
团体
PENANG MOTOR DRIVERS' ASSOCIATION PENANG ONG SI THYE GUAN TONG
槟城汽车司机公会 槟城王氏太原堂
Purpose
1. The construction of public facilities require substantial funding. Only the
government has the ability to raise the funds. Due to slow return on investment,
private enterprise may be not interested in investing in public corporations.
2. The public corporation provides services and facilities which are closely
linked with the livelihood of the people. If these services are managed by the
private sector, service fees many increase and aggravate the people’s cost of
living.
Distribution of profits
Profits, if any, are ploughed back for expansion of the corporation or used to
subsidize rates or cover losses
Advantages:
1. Promotion of public interest
Merit goods like education and health services are provided at reasonable price.
4. Tax exemption
The public corporation is owned by the government and no tax is imposed
on profit earned.
Disadvantages:
1. Lack of efficiency
Since it is usually a monopoly or sole supplier of a service, monopolization
encourages inefficiency as it does not have or any competition.
2. Complexity of management
The formulation and execution of policies be hindered by red tape.
* red tape = official rules and processes that seem unnecessary and delay
results
* hinder = to limit the ability of someone to do something, or to limit the
development of something
4. Loss liability
Losses, if any, are borne by the government. This increases burden of tax
payers.
Exercise:
2009 7a.
12.6 Privatization
Privatization is defined as sale or return of publicly owned enterprises to private
ownership and control. It is opposite of nationalization.